InfoTech USA, Inc. Exhibit 10.3 to Form 8K





Exhibit 10.3 



STOCK PLEDGE AGREEMENT 



        THIS
STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of June 29, 2004, is
made by INFOTECH USA, INC., a Delaware corporation (the “Pledgor”) in
favor of WELLS FARGO BUSINESS CREDIT, INC. (the “Pledgee”). 




R E C I T A L S: 



        The
Pledgee, as lender, InfoTech USA, Inc., a New Jersey corporation (the
“Borrower”), as borrower, and Information Technology Services, Inc., a New York
corporation (“ITSI”), and the Pledgor, as guarantors, are parties to that
certain Credit and Security Agreement, dated as of even date herewith (as the same may be
amended, amended and restated or otherwise modified from time to time, (the “Credit
Agreement”), pursuant to which the Pledgee may, from time to time, make advances to
the Borrower and the Borrower has granted to the Pledgee a security interest in
substantially all of the Borrower’s assets. 



        The
Pledgor presently owns, beneficially and of record, all of the issued and outstanding
shares of capital stock of each of the Borrower and ITSI (each referred to herein as an
“Issuer” and collectively as the “Issuers”), as more fully described
in Schedule I attached hereto and made a part hereof and may in the future acquire
additional shares of said capital stock (all of such now owned or hereafter acquired
shares of capital stock are collectively referred to herein as the “Pledged
Shares”). 



        The
Pledgor shall obtain substantial benefit from the making of advances and extension of
other financial accommodations to the Borrower under the Credit Agreement. 



        ACCORDINGLY,
for good and valuable consideration, the receipt, sufficiency and adequacy of which are
hereby acknowledged, the Pledgor hereby agrees as follows: 



             1.    
          Definitions. Capitalized terms used herein and not otherwise defined
          shall have the meanings assigned thereto in the Credit Agreement. 



             2.    
          Pledge. The Pledgor hereby pledges to the Pledgee, and grants to the
          Pledgee a security interest in, the following (collectively, the “Pledged
          Collateral”): 



                    (a)    
          the Pledged Shares and the certificates, if any, representing such Pledged
          Shares, and all dividends, cash, securities, instruments, rights and other
          property from time to time received, receivable or otherwise distributed in
          respect of or in exchange for any or all of the Pledged Shares; 



                    
(b)    
          all additional shares of the stock of any Issuer acquired by the Pledgor in any
          manner, and the certificates, if any, representing such additional shares (any
          such additional shares shall constitute part of the Pledged Shares under and as
          defined in this Agreement), and all dividends, cash, instruments, securities,
          rights and other property from time to time received, receivable or otherwise
          distributed in respect of or in exchange for any or all of such shares; and 



                    
(c)    
          all other property hereafter delivered to the Pledgee in substitution for, or as
          proceeds of, any of the foregoing, all certificates, instruments and documents
          representing or evidencing such property, and all cash, securities, interest,
          dividends, rights and other property at any time and from time to time received,
          receivable or otherwise distributed in respect of or in exchange for any or all
          thereof. 





             3.    
          Security for Liabilities. The Pledged Collateral secures the payment of
          all of the “Obligations”, as such term is defined in the Credit
          Agreement, and all “Indebtedness,” as such term is defined in the
          Guaranty by Corporations, dated as of even date herewith, made by the Pledgor
          and ITSI for the benefit of the Pledgee (the “Guaranty”), in each case
          whether for principal, interest, fees, expenses or otherwise, and all
          obligations of the Pledgor now or hereafter existing under this Agreement (the
          “Obligations” under the Credit Agreement, the “Indebtedness”
          under the Guaranty and all such obligations of the Pledgor now or hereafter
          existing under this Agreement being referred to herein, collectively, as the
          “Liabilities”). 



             4.    
          Delivery of Pledged Shares. All certificates, instruments or documents,
          if any, representing or evidencing the Pledged Shares shall be delivered to and
          held by or on behalf of the Pledgee pursuant hereto, shall be in suitable form
          for transfer by delivery, and shall be accompanied by duly executed instruments
          of transfer or assignment in blank, all in form and substance satisfactory to
          the Pledgee. 



             5.    
          Representations and Warranties. The Pledgor represents and warrants as
          follows: 



                    
(a)    
          The Pledged Shares have been duly authorized and validly issued and are fully
          paid and non-assessable. 



                    
(b)    
          The Pledged Shares constitute all of the issued and outstanding capital stock of
          the Issuers. 



                    
(c)    
          The Pledgor is, and at the time of any future delivery, pledge, assignment or
          transfer will be, the legal, beneficial and record owner of the Pledged
          Collateral pledged by the Pledgor, free and clear of any lien, security
          interest, pledge, warrant, option, purchase agreement, shareholders’
          agreement, restriction, redemption agreement or other charge, encumbrance or
          restriction of any nature on such Pledged Collateral, except for the lien
          created by this Agreement, with full right to deliver, pledge, assign and
          transfer such Pledged Collateral to the Pledgee as Pledged Collateral hereunder. 



                    
(d)    
          The pledge of the Pledged Collateral by the Pledgor pursuant to this Agreement
          creates a valid, perfected and exclusive security interest of first-priority in
          the Pledged Collateral in favor of the Pledgee, securing the payment of the
          Liabilities. 



                    
(e)    
          No authorization, approval, or other action by, and no notice to or filing with,
          any governmental authority or regulatory body is required either (i) for the
          pledge by the Pledgor of the Pledged Collateral pursuant to this Agreement or
          for the execution, delivery or performance of this Agreement by the Pledgor, or
          (ii) for the exercise by the Pledgee of the voting or other rights provided for
          in this Agreement or the remedies in respect of the Pledged Collateral pursuant
          to this Agreement (except as may be required in connection with a disposition of
          such shares by laws affecting the offering and sale of securities generally). 


–2–




                    
(f)    
          The Pledgor has full power and authority to enter into this Agreement and has
          the right to vote, pledge and grant a security interest in the Pledged
          Collateral as provided by this Agreement. 



                    
(g)    
          None of the Pledged Shares has been issued in violation of any federal, state or
          other law, regulation or rule pertaining to the issuance of securities, or in
          violation of any rights, pre-emptive or otherwise, of any present or past
          stockholder. 



                    
(h)    
          The Pledgor will pay, when due, all taxes and other governmental charges levied
          or assessed upon or against any Pledged Collateral. 



             6.    
          Further Assistance. The Pledgor agrees that at any time and from time to
          time, at the expense of the Pledgor, the Pledgor will promptly execute and
          deliver, or cause to be executed and delivered, all certificates, if any,
          representing the Pledged Shares owned by the Pledgor; will take all steps
          necessary to properly register the security interest hereunder on the books of
          the Issuers of any uncertificated securities included in the Pledged Shares; and
          will take all further action that may be necessary or desirable, or that the
          Pledgee may reasonably request in its sole discretion, in order to perfect and
          protect any security interest granted or purported to be granted hereby or to
          enable the Pledgee to exercise and enforce its rights and remedies hereunder
          with respect to any Pledged Collateral and to carry out the provisions and
          purposes hereof. 



             7.    
          Voting Rights. 



                    
(a)    
          So long as no Event of Default (as hereinafter defined) shall have occurred (and
          be continuing), the Pledgor shall be entitled to exercise any and all voting and
          other consensual rights pertaining to the Pledged Shares or any part thereof for
          any purpose not inconsistent with the terms of this Agreement, the Credit
          Agreement or any of the other Loan Documents; provided, however,
          that the Pledgor shall not exercise any such right if such action would have a
          material adverse effect on the value of the Pledged Collateral or any part
          thereof or the rights of the Pledgee with respect thereto. 



                    
(b)    
          Upon the occurrence (and during the continuance) of an Event of Default (as
          hereinafter defined), all rights of the Pledgor to exercise the voting and other
          consensual rights which it would otherwise be entitled to exercise pursuant to
          Section 7(a) shall cease, and all such rights shall thereupon become vested in
          the Pledgee which shall thereupon have the sole right to exercise such voting
          and other consensual rights. 



             8.    
          Rights of Secured Party 



                    
(a)    
          The Pledgor agrees that the Pledgee may, at any time after the occurrence of an
          Event of Default and without notice or demand of any kind, (i) notify the
          obligor on or issuer of any Pledged Collateral to make payment to the Pledgee of
          any amounts due or distributable thereon; (ii) in the Pledgor’s name or the
          Pledgee’s name enforce collection of any Pledged Collateral by suit or
          otherwise, or surrender, release or exchange all or any part of it, or
          compromise, extend or renew for any period any obligation evidenced by the
          Pledged Collateral; (iii) receive all proceeds of the Pledged Collateral; and
          (iv) hold any increase or gain on, and receive all interest, dividends,
          distributions and other profits paid (whether in the form of cash or 


–3–




     other
          property) in respect of, the Pledged Collateral as additional security for the
          Liabilities, except that any money received from the Pledged Collateral shall,
          at the Pledgee’s option, be applied in reduction of the Liabilities, in
          such order of application as the Pledgee may determine, or be remitted to the
          Pledgor. If at any time the Pledgor receives any interest, dividends,
          distributions or other amounts or property in respect of any of the Pledged
          Collateral, such amounts or property shall be deemed received by the Pledgor in
          trust for the benefit of the Pledgee, be segregated from the other property or
          funds of the Pledgor, and be forthwith delivered by the Pledgor to the Pledgee
          as Pledged Collateral in the same form as so received (with any necessary
          endorsement). 



                    
(b)    
          The Pledgor shall execute and deliver (or cause to be executed and delivered) to
          the Pledgee all such proxies and other instruments as the Pledgee may reasonably
          request for the purpose of enabling the Pledgee to exercise the rights which it
          is entitled to exercise pursuant to clause (a) above and to receive the
          dividends or interest payments which it is authorized to receive pursuant to
          clause (a) above. 



             9.    
          Transfers and Other Liens; Additional Shares. The Pledgor agrees that it
          will not (i) sell, assign, transfer, convey, exchange, pledge or otherwise
          dispose of, or grant any option, warrant, right, contract or commitment with
          respect to, any of the Pledged Collateral without the prior written consent of
          the Pledgee, or (ii) create or permit to exist any lien, security interest,
          pledge, proxy, purchase arrangement, restriction, redemption agreements,
          shareholders’ agreement or other charge or encumbrance upon or with respect
          to any of the Pledged Collateral, except for the lien created by this Agreement. 



             10.    
          Application of Proceeds of Sale. The proceeds of any sale of Pledged
          Collateral sold pursuant to this Agreement and/or the cash held as Pledged
          Collateral hereunder shall be applied by the Pledgee as follows: 


	  
	First: 
	to  payment of the costs and  expenses  of such sale,  including  the  out-of-pocket
                               expenses  of the  Pledgee  and the  reasonable  fees and  out-of-pocket  expenses of
                               counsel  employed in connection  therewith,  and to the payment of all advances made
                               by the  Pledgee for the  account of the  Borrower,  and the payment of all costs and
                               expenses  incurred  by  the  Pledgee  in  connection  with  the  administration  and
                               enforcement  of  this  Agreement,  to the  extent  that  such  advances,  costs  and
                               expenses shall not have been reimbursed to the Pledgee;






	  
	Second: 
	to the  payment of the  Liabilities  in such order as Pledgee may  determine  in its
                               sole discretion; and






	  
	Third: 
	 the balance,  if any, of such proceeds  shall be paid to the Pledgor,  or successors
                               or assigns, or as a court of competent jurisdiction may direct.









             11.    
          The Pledgee Appointed Attorney-in-Fact. The Pledgor hereby appoints the
          Pledgee as the Pledgor’s attorney-in-fact, with full authority in the place
          and stead of the Pledgor and in the name of the Pledgor or otherwise, from time
          to time in the Pledgee’s discretion to take


–4–




     any action and to execute any
          instrument which the Pledgee may deem necessary or advisable to accomplish the
          purposes of this Agreement, including, without limitation, to receive, endorse
          and collect all instruments made payable to the Pledgor representing any
          dividend, interest payment or other distribution in respect of the Pledged
          Collateral or any part thereof and to give full discharge for the same. 



             12.    
          The Pledgee May Perform. If the Pledgor fails to perform any agreement
          contained herein, the Pledgee may itself perform, or cause performance of, such
          agreement, and the expenses of the Pledgee incurred in connection therewith
          shall be payable by the Pledgor pursuant to Section 18. 



             13.    
          Reasonable Care. The Pledgee’s duty of care with respect to the
          Pledged Collateral in its possession (as imposed by law) shall be deemed
          fulfilled if the Pledgee exercises reasonable care in physically safekeeping
          such Pledged Collateral or, in the case of Pledged Collateral in the custody or
          possession of a bailee or other third person, exercises reasonable care in the
          selection of the bailee or other third person, and the Pledgee need not
          otherwise preserve, protect, insure or care for any Pledged Collateral. The
          Pledgee shall not be obligated to preserve any rights the Pledgor may have
          against prior or third parties, to exercise at all or in any particular manner
          any voting rights which may be available with respect to any Pledged Collateral
          or to ascertain or take action with respect to calls, conversions, exchanges,
          maturities, tenders or other matters relative to any Pledged Collateral, whether
          or not the Pledgee has or is deemed to have knowledge of such matters, to
          realize on the Pledged Collateral at all or in any particular manner or order,
          or to apply any cash proceeds of Pledged Collateral in any particular order of
          application. 



             14.    
          Subsequent Changes Affecting Collateral. The Pledgor represents to the
          Pledgee that the Pledgor has made its own arrangements for keeping informed of
          changes or potential changes affecting the Pledged Collateral (including, but
          not limited to, rights to convert, rights to subscribe, payment of dividends,
          reorganization or other exchanges, tender offers and voting rights), and the
          Pledgor agrees that the Pledgee shall have no responsibility or liability for
          informing the Pledgor of any such changes or potential changes or for taking any
          action or omitting to take any action with respect thereto. 



             15.    
          Events of Default; Remedies upon an Event of Default. 



                    
(a)    
          The occurrence of any one or more of the following events shall constitute an
          “Event of Default” under this Agreement: 



                         
     (i)    
          there occurs an Event of Default under and as defined in the Credit Agreement; 



                         
     (ii)    
          the Pledgor fails to perform or observe any term, covenant or agreement
          contained in this Agreement on its part to be performed or observed, or any
          representation or warranty made by the Pledgor in this Agreement shall be untrue
          or misleading in any material respect as of the date with respect to which such
          representation or warranty was made; 



–5–




                         
     (iii)    
          a notice of lien, levy or assessment is filed or recorded with respect to any of
          the Pledged Collateral, except for a lien, levy or assessment which relates to
          current taxes not yet due and payable; and 



                         
     (iv)    
          any of the Pledged Collateral is attached, seized, subjected to a writ or
          distress warrant, or is levied upon, or comes within the possession of any
          receiver, trustee, custodian or assignee for the benefit of creditors. 



                    (b)    
          If any Event of Default shall have occurred and be continuing, the Pledgee shall
          have, in addition to all other rights given by law or by this Agreement, the
          Credit Agreement or otherwise, all of the rights and remedies with respect to
          the Pledged Collateral of a secured party under the Uniform Commercial Code
          (“Code”) in effect in the applicable jurisdiction at that time and the
          Pledgee may, without notice and at its option, transfer or register the Pledged
          Collateral or any part thereof on the books of the Issuer thereof into the name
          of the Pledgee or the Pledgee’s nominee(s), with or without any indication
          that such Pledged Collateral is subject to the security interest hereunder. In
          addition, with respect to any Pledged Collateral which shall then be in or shall
          thereafter come into the possession or custody of the Pledgee, the Pledgee may
          sell or cause the same to be sold at any broker’s board or at public or
          private sale, in one or more sales or lots, at such price or prices as the
          Pledgee may deem best, for cash or on credit or for future delivery, without
          assumption of any credit risk. The purchaser of any or all Pledged Collateral so
          sold shall thereafter hold the same absolutely, free from any claim, encumbrance
          or right of any kind whatsoever. Unless any of the Pledged Collateral threatens
          to decline speedily in value or is or becomes of a type sold on a recognized
          market, the Pledgee will give the Pledgor reasonable notice of the time and
          place of any public sale thereof, or of the time at which any private sale or
          other intended disposition is to be made. Any such notice shall be deemed to be
          a reasonable authenticated notice of disposition if it is mailed to the Pledgor
          as provided in Section 21 below, at least five (5) days before the time of the
          sale or disposition. Any other requirement of notice, demand or advertisement
          for sale is, to the extent permitted by law, waived. The Pledgee may disclaim
          any warranties that might arise in connection with the sale or other disposition
          of the Pledged Collateral and the Pledgee has no obligation to provide any
          warranties at such time. The Pledgee may, in its own name or in the name of a
          designee or nominee, buy any of the Pledged Collateral at any public sale and,
          if permitted by applicable law, at any private sale. All expenses (including
          court costs and reasonable attorneys’ fees and expenses) of, or incident
          to, the enforcement of any of the provisions hereof shall be recoverable from
          the proceeds of the sale or other disposition of Pledged Collateral. In view of
          the fact that federal and state securities laws may impose certain restrictions
          on the method by which a sale of the Pledged Collateral may be effected, the
          Pledgor agrees that upon the occurrence or existence of any Event of Default,
          the Pledgee may, from time to time, (a) sell all or any part of the Pledged
          Collateral by means of a private placement, restricting the prospective
          purchasers to those who can make the representations and agreements required of
          purchasers of securities in private placements and who will agree to the
          imposition of restrictive legends on the certificates representing the Pledged
          Shares and/or (b) sell all or any part of the Pledged Collateral in any other
          manner which would qualify as exempt from registration under the Securities Act
          of 1933. Any disposition of Pledged Collateral in the manner provided in this
          Section 15 shall be deemed commercially reasonable. All rights and remedies of
          the Pledgee shall be cumulative and may be exercised singularly or concurrently,
          at the Pledgee’s option, and the exercise or enforcement of any one such
          right or remedy shall neither be a condition to nor bar the exercise or
          enforcement of any other. 


–6–





             16.    
          Authority of The Pledgee. The Pledgee shall have and be entitled to
          exercise all such powers hereunder as are specifically delegated to the Pledgee
          by the terms hereof, together with such powers as are incidental thereto. The
          Pledgee may execute any of its duties hereunder by or through agents or
          employees. Neither the Pledgee, nor any director, officer, agent or employee of
          the Pledgee, shall be liable for any action taken or omitted to be taken by it
          or them hereunder or in connection herewith, except for its or their own gross
          negligence or willful misconduct. The Pledgor hereby agrees to indemnify and
          hold harmless the Pledgee and/or any such director, officer, agent or employee
          from and against any and all liability incurred by any of them, hereunder or in
          connection herewith, unless such liability shall be due to its or their own
          gross negligence or willful misconduct. 



             17.    
          Termination. This Agreement shall terminate when all the Liabilities have
          been fully paid and performed, at which time the Pledgee shall reassign and
          redeliver (or cause to be reassigned and redelivered) to the Pledgor, or to such
          person or persons as the Pledgor shall designate, against receipt, such of the
          Pledged Collateral (if any) owned by the Pledgor as shall not have been sold or
          otherwise applied by the Pledgee pursuant to the terms hereof and shall still be
          held by it hereunder, together with appropriate instruments of reassignment and
          release. Any such reassignment shall be without recourse upon or warranty by the
          Pledgee and at the expense of the Pledgor. 



             18.    
          Expenses. The Pledgor agrees to reimburse the Pledgee, on demand, for any
          and all reasonable expenses, including the reasonable fees and expenses of its
          counsel and of any experts and agents, which the Pledgee may incur in connection
          with (i) the administration of this Agreement, (ii) the custody, preservation or
          registration of the Pledged Collateral, (iii) the exercise or enforcement of any
          of the rights of the Pledgee hereunder, or (iv) the failure by the Pledgor to
          perform or observe any of the provisions hereof. 



             19.    
          Security Interest Absolute. All rights and security interests of the
          Pledgee hereunder, and all obligations of the Pledgor hereunder, shall be
          absolute and unconditional irrespective of: 



                         
     (i)    
          any lack of validity or enforceability of the Credit Agreement or any other
          agreement or instrument relating thereto; 



                         
     (ii)    
          any change in the time, manner or place of payment of, or in any other term of,
          all or any of the Liabilities, or any other amendment or waiver of or any
          consent to any departure from the Credit Agreement; 



                         
     (iii)    
          any exchange, surrender, release or non-perfection of any other collateral, or
          any release or amendment or waiver of or consent to departure from any guaranty,
          for all or any of the Liabilities; or 



                         
     (iv)    
          any other circumstance which might otherwise constitute a defense available to,
          or a discharge of, the Pledgor in respect of the Liabilities or of this
          Agreement. 


–7–





             20.    
          Amendments, Waivers and Consents. No amendment or waiver of any provision
          of this Agreement nor consent to any departure by the Pledgor herefrom, shall in
          any event be effective unless the same shall be in writing and signed by the
          Pledgee, and then such amendment, waiver or consent shall be effective only in
          the specific instance and for the specific purpose for which given. Mere delay
          or failure to act shall not preclude the exercise or enforcement of any of the
          Pledgee’s rights or remedies. 



             21.    
          Notices. Any notice required or desired to be served, given or delivered
          hereunder shall be in writing (including facsimile transmission), and shall be
          deemed to have been validly served, given or delivered if served, given or
          delivered in accordance with Section 8.3 of the Credit Agreement. 



             22.    
          Continuing Security Interest. This Agreement shall create a continuing
          security interest in the Pledged Collateral and shall (i) remain in full force
          and effect until payment in full of the Liabilities; (ii) be binding upon the
          Pledgor and its successors and assigns; and (iii) inure to the benefit of the
          Pledgee and its successors, transferees and assigns. 



             23.    
          Waivers. The Pledgor waives presentment and demand for payment of any of
          the Liabilities, protest and notice of dishonor or default with respect to any
          of the Liabilities, and all other notices to which the Pledgor might otherwise
          be entitled, except as otherwise expressly provided herein or in the Credit
          Agreement. 



             24.    
          Governing Law; Terms; Submission to Jurisdiction. This Agreement shall be
          governed by and construed in accordance with the internal laws (as opposed to
          conflict of laws provisions) and decisions of the State of New York. Unless
          otherwise defined herein, terms defined in Articles 8 and 9 of the New York
          Uniform Commercial Code are used herein as therein defined. Whenever possible,
          each provision of this Agreement shall be interpreted in such manner as to be
          effective and valid under applicable law, but, if any provision of this
          Agreement shall be interpreted in such manner as to be ineffective or invalid
          under applicable law, such provisions shall be ineffective or invalid only to
          the extent of such prohibition or invalidity, without invalidating the remainder
          of such provision or the remaining provisions of this Agreement. The Pledgor
          hereby (i) consents to the personal jurisdiction of the state and federal courts
          located in the State of New York in connection with any controversy related to
          this Agreement; (ii) waives any argument that venue in any such forum is not
          convenient, (iii) agrees that any litigation initiated by the Pledgee or the
          Pledgor in connection with this Agreement may be venued in the United States
          District Court for the Southern District of New York; and (iv) agrees that a
          final judgment in any such suit, action or proceeding shall be conclusive and
          may be enforced in other jurisdictions by suit on the judgment or in any other
          manner provided by law. 



             25.    
          WAIVER OF PERSONAL SERVICE AND JURY TRIAL. THE PLEDGOR HEREBY IRREVOCABLY
          WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS THAT SERVICE OF PROCESS UPON THE
          PLEDGOR MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED,
          DIRECTED TO THE PLEDGOR AT THE PLEDGOR’S ADDRESS SET FORTH IN SECTION 8.3
          OF THE CREDIT AGREEMENT, AND SERVICE SO MADE SHALL BE DEEMED COMPLETED TWO (2)
          DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED. THE PLEDGOR HEREBY IRREVOCABLY
          WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
          ARISING OUT OF, BASED ON OR PERTAINING TO THIS AGREEMENT. 


–8–





             26.    
          Definitions. The singular shall include the plural and vice versa. 



             27.    
          Section Headings. The section headings herein are for convenience of
          reference only, and shall not affect in any way the interpretation of any of the
          provisions hereof. 



[SIGNATURE PAGE FOLLOWS] 



















–9–





        IN
WITNESS WHEREOF, the Pledgor and the Pledgee have each caused this Stock Pledge
Agreement to be duly executed and delivered as of the date first above written. 



	  	INFOTECH USA, INC.,
a Delaware corporation 




	 	By: 	 /s/ J. Robert Patterson 
 
	 	Name:	 J. Robert Patterson
	 	Title:	 Chief Financial Officer, Vice President
 and Treasurer






	  	WELLS FARGO BUSINESS CREDIT, INC.,
a Minnesota corporation




	 	By: 	  /s/ Sal Mutone
 
	 	Name:	 Sal Mutone
	 	Title:	 Vice President







	ACKNOWLEDGED AND AGREED:	  





	INFOTECH USA, INC.,
 a New Jersey corporation 	  




	By: 	  /s/ J. Robert Patterson
 	 
	Name:	 J. Robert Patterson	 
	Title:	 Secretary and Treasurer	 






	INFORMATION TECHNOLOGY SERVICES, INC.,

a New York corporation	  




	By: 	  /s/ J. Robert Patterson
 	 
	Name:	 J. Robert Patterson	 
	Title:	 Chief Financial Officer, Vice President
 and Treasurer	 










–10–







SCHEDULE I 



Description of Pledged
Shares 





	ISSUER	 	RECORD OWNER	 	NUMBER OF SHARES	 
	
 	 	
 	 	
 	 
	InfoTech USA, Inc.,	 	InfoTech USA, Inc.,	 	
	a New Jersey corporation	 	a Delaware corporation	 	10,000
	 	 	 	 	 	 
	Information Technology Services, Inc.,	 	InfoTech USA, Inc.,	 
	a New York corporation	 	a Delaware corporation	 	20,000





















–11–